The Doctor was running faster than he'd ever run before in all his fourteen lives so far. He was on his home planet, the vista of red mountains spread out before him in all their glory, though sadly he didn't have the time to bask in their beauty as he would have liked to do. Now that he was finally back where he was supposed to be, all was supposed to be right with his world. He was supposed to be sitting in a small Manor in the countryside sipping a cup of tea and regaling all the others with tales of his adventures since he'd last seen them. Since the last days of the Time War…

He was not supposed to be running away from a lone Dalek that seemed to have gotten away when he'd locked them all away once and for all where they couldn't do any more harm to the species of the universe that had been under their oppression for the last decade in the Second Great Time War. He'd fought on the front lines just as he had before, though one thing had changed. He was no longer willing to do anything to save either his people or the universe.

He was grown selfish now in his old age. The strategies of battle were now long lost to his mind, and all that he could bring himself to care about was the survival of a few good friends, pudding brains or otherwise, and himself. The rest of his species he'd lost before. He could easily survive without them, the other species would just have to manage for themselves.

This was the doctrination of which he had tried to convince himself that he believed in during the last days of the Second Time War, aware the whole time that he was lying. Rose's influence on his previously violent nature still held such influence over him, even after three successive regenerations.

So he had taken control again, saved his home planet, put the Daleks back where they belonged, into Hell, and now here he was, running away from one measly escaped Dalek that couldn't even seem to aim at him properly. Unless it was just messing with him…? Nah, why would it want to do that? Surely it knew that it had him cornered.

If he'd been running toward his Tardis he may have had a chance, but his Tardis was all the way on the other side of the planet, safe at the Manor house with all his new friends that he'd saved in the last days of the Second Time War. They were certainly an interesting lot of people, but he found himself strangely homesick for the planet he'd adopted throughout many of his lives. It had begun to almost feel like home to him, to the point that he'd quietly snuck out the window during the night hoping that no one would notice his absence for at least a few days.

Except that before he left he'd wanted to look around at a few things, do a bit of sight-seeing. He was ever the traveller, it was more deeply settled into his soul than the memories of all those that he had lost due to his travels. Selfish though it might be, he wanted to embed images of his home-world in his mind for a little while to come so that he didn't have to return immediately. He found that his fingers itched to be at the controls of the Tardis again. But not just quite yet.

Then he'd picked up something funny with his sonic screwdriver and had set out to discover what it was. He'd just barely got away with his life the first time he'd encountered the Dalek hidden in a dark alley in Arcadia. He'd been running ever since, heading towards the mountains for some unknown reason, trusting his feet to take him to safety.

Strangely though, the Dalek hadn't really made much of an attempt on his life after that first try. Neither did it seem to be making much of an effort at taking over the planet, or even the galaxy! Was it emotionally compromised somehow?

His legs were starting to ache now as the foothills of the Great Gallifreyan Mountain Range started to get steeper beneath his feet as he ran. He was really regretting getting out his old pair of sandshoes just for old times' sake. There was nobody to impress except a few Gallifreyans that he'd left behind safe in their beds in the Manor, no companions or friends to show off for.

Maybe he really was just getting old. Maybe he should do as all old people are wont to eventually do, die. He'd almost managed it enough times already, surely by now he'd be able to manage to do it properly? After all, there was no one to interfere. No reason to continue existing.

Glancing up for a moment from where his gaze had mostly been perpetually fixed to his aching feet and their running motion, he saw the mouth of a cave opening before him, the darkness of its entrance seeming to stretch out welcoming arms toward him. Or perhaps that was just his tired imagination taunting him with the illusions of a rest from the demented Dalek on his trail.

In his half-hallucinatory state, he thought he saw a wisp of a woman standing silhouetted for a moment in the mouth of the cave, and that that was what he had seen when he had thought the cave opening was stretching out its arms in welcome. Even as he continued to run she turned and walked into the cave.

Changing course without conscious thought, his legs followed her as his mind attempted to follow her into the shadowy depths of the cave. This was impossible, as his telepathic abilities that he possessed as a Time Lord did not generally work without physical contact, and this was no exception. All he was left with was an overly wrought imagination placing monsters behind every tree and shadow, and the inevitable fear that followed. This had been his birthright, and now he lived up to it with every fibre of his being.

Running was his skill, and now he used it like the best-trained warrior uses his favourite weapon over all others. Not that he was a big advocate of the use of weapons, but all that aside.

The cave mouth was now only a few metres away from him (damn he really needed to stop thinking in Earth measurements now he was back home) and he could no longer hear the pursuit of the Dalek behind him, though he had no doubt that it was, in fact, still behind him, and slowly gaining on him with every passing moment.

The darkness of the cave settled over his shoulders like a familiar coat gone dusty from being left in the cupboard too long, somehow comforting, but left with the lingering smell of mothballs and something more primal. Fear. His own. His hearts beat out a samba in his chest, something worthy of the energetic Spanish dance. All it inspired him to do was run away, but he'd done that, and all it got him was here.

He slowed his pace to a walk, unable to see in the darkness that stretched out its feeble arms in all directions. It embraced him like an old friend, but he shrugged out of its grasp, not allowing it to distract him from his purpose. Where was the woman?

Surely she must be here somewhere? She'd led him in here after all.

"Doctor," a soft voice spoke. It sounded familiar. Who was it? "How nice to see you again."

"Who are you?" he asked, keeping his voice equally soft to avoid the unsettling echoing effect that often occurred in caves such as these, not that he would know.

"Oh, you know who I am!" the voice joked, chuckling slightly.

A light came on somewhere ahead of him, the flickering flames of a torch glowing redder than the mountains it was presiding beneath. It illuminated the slim form of a blonde woman. A woman who had once crossed the barriers of space and time to come back to him. She would have done anything for him, and he would have done anything for her. But it was not to be.

The woman was none other than Rose Tyler.

An hour later saw the Doctor sitting with her cross legged on a small hand woven rug, chewing contemplatively on a thoroughly British style biscuit, sipping a cup of tea. He mentally chastised himself for enjoying the combination of flavours so much, and how they took away his home sickness for the planet he had adopted as his own in the loss of this one.

"What brings you to my home planet?" he asked between sips of the bergamot infused beverage.

"Oh, you know. The usual."

"The destruction of the universe," they say together. He'd known, of course. What else could take her so far from home? So far from the man that had once been him. The man that occasionally talked like Donna Noble. Another human he'd failed to save…

"How did you know? Never mind, it's not important," she paused for a moment, glancing down at where her hands were clasped in her lap, twisting and twining together in her tangible unease. "There's someone I'd like you to meet."

She rose to her feet, and he reluctantly followed, placing down the cup of tea with regret. Why did the simple but enjoyable things never last? He inhaled one more time the fragrant fumes as they rose slowly into the air only to fade just as quickly, quickly consuming the last of the biscuit, wiping crumbs from his mouth as he followed Rose from the small room set in a cavernous and confusing labyrinth of caves. How she found her way around here was beyond him. But then again, she was the Bad Wolf, and not to be underestimated. She could do anything, and even a great many things that he could not do.

"Where are you taking me?" he knew asking the question was pointless, but it helped to allay his growing fear. What if this was not really his Rose, but merely a copy? Was he being led to his death? Was this some new and terrifying plan of the Dalek's to bring him down once and for all?

"To see my leader," was the blank reply. Could Rose really be a Dalek? Was this all a terrible dream and if he pinched himself hard enough would he wake up in the exceedingly comfortable bed he'd abandoned at the Manor?

As they walked his fear gradually subsided to a consistent thrumming in his chest, hearts beating faster than they would on an average day. It was only then that he started to think logically again. If Rose was really a monster, why had she offered him tea and biscuits? This he immediately placed in the positives side of his list. But if she was a monster, perhaps that was just to make him let down his guard? Strike that out then, it became one for the negatives.

Why had she saved him from the Dalek that had been chasing him? A positive, clearly.

So why did this whole gig bother him so much? Could the petite but curvaceous woman walking in front of him be leading him to his death? But how was it possible for her to be here? Unless she wasn't and this was all just an illusion… Or perhaps she was just a ganger, expendable to the Daleks.

What on Earth (he really needed to stop using their sayings) could it all mean?

They emerged into a chamber, well, more of a cavern really. The ceiling was so far up it wasn't visible with the meagre light provided by the torch Rose still carried. Stalactites and stalagmites littered the ceiling and floor like an unearthly forest (there he went again).

Rose walked calmly between the disconcerting 'trees', unwavering in her sense of direction, as if there was a path through the labyrinthine stalagmites. What could possibly await within? For once in his life curiosity had abandoned him entirely and all he wanted was to escape, run away from this strange daydream that seemed far too good to be true and get as far away as he possibly could. And never come back. Not ever.

For what seemed like hours they walked in silence, another factor which raised the hackles on the back of the Doctor's neck. The Rose he knew could never hold herself back from starting a conversation, something that she had no doubt learned from her mother, Jackie. Oh, what he wouldn't give to have her nattering away in his ear at the moment, just for a sense of normalcy. Because this, this situation was utterly the opposite of normal.

He wanted to ask so many questions, every single one that was flowing through his head at any one moment, but knew that he'd find it difficult to articulate the right words to achieve the right answers. Not to mention he had so many questions it would undoubtedly be difficult for anyone wishing to answer to get a word in edgeways. And then there was always the fact that he had learned that after all this time, it was really best if you kept your mouth shut until you were told what was going on, lest you end up looking like an idiot in front of your enemies. How could anyone strike fear in their enemies heart if they looked and sounded like an idiot? Of course, he knew he was an idiot, but that was a fact he didn't often let anyone else know.

Eventually they reached the clear centre of the forest-like cavern. Rose turned and came to a stop in front of him, her hands on her hips.

"Oh, Doctor," she sighed. "Haven't you figured it out yet?"

His eyes widened in horror as she transfigured in front of his very eyes, the distinctive Dalek eye stalk protruding from her forehead as she stared with a blank gaze ahead. Her hand moved from where it rested on her hip and pointed forwards, bent at the elbow. Her hand was on its side when all her fingers appeared to bend off as if on a hinge. The whisk style barrel also distinctive to a Dalek protruded from where her fingers had previously been.

Without a word the weapon activated and the fourteenth Doctor was no more. He crumpled to the floor without even a ragged scream to mark his passing. As if accepting that he would regenerate and come back to haunt what she had become once more, Rose, or what was left of her, turned and walked away from him. Left him dying on the floor of the cavern filled with a maze of stalagmites.

She knew it wasn't worth trying to kill him instantly. Why not let him suffer? He'd never find his way out anyway. Let him starve.

Megan sat in the front row of her English classroom. The summer heat was stifling, and she subtly scratched at her thighs, exposed by the straight skirt that she'd clumsily taken up so that it wasn't ridiculously long like how her school wanted it to be. Of course, it wasn't normally this long, that was just because it was made of dimensionally stable fabric, and therefore didn't stretch, and also rode up a lot when she sat down.

This was all well and good for the other girls who had flawlessly shaved and tanned legs. But for Megan it was a source of discomfort, as she wasn't fully comfortable in her own skin. She'd often wondered if it was something that she would grow into, but that growth didn't seem to be happening any time soon, so she supposed she was just stuck in this oversized skin, wrinkled around her like the ill-fitting skin of an elephant. An apt metaphor, that, considering she often felt like one herself.

It was then that the door flung open dramatically. How strange… was all she had time to think. That wasn't like her normal English teacher. He was – different.

Anyway, silhouetted in the door stood a young woman wearing a black trench coat, hands on hips.

"Are ya'll ready to learn?" she yelled in a heavily accented voice, a hint of American thrown in there with whatever other accents Megan couldn't quite pick up on, expert on accents that she was.

"Oh you lot of pudding brains! Honestly. Look at you! Just sitting there like, like…" the woman's voice trailed off, like she couldn't quite manage to finish the analogy. It made Megan wonder if she was really qualified to be an English teacher.

Finally the woman moved into the light of the classroom, revealing the fact that she was really a very pretty woman, slightly older than she appeared to be, at least thirty. Her hair was brown, but that did not mean it was ordinary, in fact, it shone with the lights above her, shiny and smooth. Her pixie-like face was dominated by sharp cheekbones and cheeky green eyes, chin pointed upwards, the slant of which was matched by her nose. The expression on her face as well as the imperious way it was pointed upwards gave her an air of arrogance, but it was abundantly clear to Megan that she didn't give a damn what anyone thought of her. She wished she possessed that quality herself, but it was not to be.

The woman's diminutive height was accented by the black heeled boots she wore, highlighted to Megan's appraising gaze as she traversed the classroom to stand before them all, in front of the whiteboard. Beneath the black trench coat the woman was wearing a sheer black blouse with a shiny blood-red camisole beneath it. The effect was striking on her pale skin, much as the bright red lipstick was on her full and pouty lips as they pursed in disapproval at the 'pudding brains' before her, or so she'd called them, though Megan was not exactly certain as to why. She had every intention of finding out, though. She was not one to tolerate ignorance. Or lack of knowledge, for that matter.

The woman wore a straight black skirt that reached her knees, the only item of clothing that she was wearing that Megan thought gave her the bearing that all teachers seemed to possess.

She turned suddenly, facing the whiteboard, flourishing in her right hand a whiteboard marker. She wrote the words: "Waste no more time arguing what a good man should be, be one. Marcus Aurelius,".

Then she turned back to face them, again so suddenly it almost made Megan jump out of her seat in fright.

"So, pudding brains!" the woman yelled again, the American accent seemingly gone now. "Which of you have read Pride and Prejudice by Jane Austen?"

The whole class fell silent for a moment. Somebody asked their friend beside them what that had to do with the quote the woman had written on the board.

Slowly, Megan raised her hand, aware that she would now be under the spotlight, but uncaring. Now was the time to show off her intellectual prowess.

"Ahh! You! Pudding brain with the glasses at the front of the classroom! What did you think of the book?" Megan was shocked into silence for a moment, all the things she'd wanted to say falling from her mind and where they had settled onto her tongue just waiting to be said they now turned to ash in her mouth, the taste bitter. Was she the pudding brain, or did that term apply to everyone in the classroom?

"I'm waiting," the woman continued, her hand on her hip now, her posture suggesting she was getting impatient.

"I… enjoyed it," Megan said hesitantly. The woman appeared to be waiting for her to continue, so she desperately tried to remember the things she had wanted to say only a moment ago. Where had they gone, those perfect words, now when she needed them?

"The concept of having a first impression that is later proved wrong is refreshing and reassuring to the reader, a concept that is still relevant to this day, though the manners of the time it was written in are not. What it does make abundantly clear is that manners are entirely superficial, and that even when used correctly by the gentry, there is often a little sting if you are not of their upper class," Megan finished, trying not to smile to herself. That had not been what she had originally wanted to say, but she felt that it had done quite well, under the circumstances.

"Well done, pudding brain, well done," the woman paused, looking confused for a moment. "Did you say what your name was?"

"No miss. I'm Megan," she told the woman calmly, hoping she wasn't like every other substitute teacher that promptly forgot her name, along with everyone else's in the class.

"Right, well… Turn to page 394," she said, stalking through the desks to the window at the back of the classroom.

"Miss, we don't have copies of the book. We're not even supposed to be studying Pride and Prejudice," Megan told her.

"Well I'm not an English teacher, how on Earth am I supposed to know that?" the woman whined, throwing her hands into the air.

"Then why are you teaching us?" Megan asked quietly. She hoped the woman wouldn't hear, but apparently the one day she decided to be brave she managed to get a teacher with good hearing.

"What was that?" the teacher asked rhetorically, moving closer to Megan as she spoke.

Without any warning whatsoever, she grabbed Megan by the arm and dragged her out of the classroom. Megan almost screamed, but knew it would be pointless, nobody was listening anyway. They already thought she was crazy, there was no point "proving" it to them, cruel though it was.

"You're a smart girl, could you possibly explain to a very lost alien with two hearts from the planet Gallifrey what exactly I'm supposed to do now that I've managed to regenerate into the body of a woman?"

The Doctor tried to bear the pain emanating throughout him from his chest. Both his hearts ached with the depth of the betrayal against him. Despite himself, he couldn't even manage to dredge up any anger against the Daleks, betraying him like that, giving him hope and then taking it away. When he was a younger man that would have made him incessantly angry, so much so that it would have been impossible for him to stop in the process of exacting his wrath. Now … he wasn't even sure what he felt. Just sad.

He glanced down at his hands, unsurprised to see them glowing the gold that they did just before regeneration. He felt a buzzing in his veins, but there was something different, something he couldn't quite put his finger on. Even the colour of the gold on his hands looked different, but that may have just been the setting of the cavern he was in, the slightly reflective stalactites and stalagmites reflecting the light in stranger ways than what he was used to.

He staggered to his feet from where he lay on the cold floor, if he could even call it a floor. His head tilted back, and despite everything, he managed to feel a sense of wonder at the beauty of the impossible forest on the ceiling of the cavern. Despite the danger that it presented to him, it was still so beautiful. But that was the way of things, he'd long since learnt, the beautiful things are the things that hurt us, whether they come in the form of friend or foe. Somehow today he'd managed to forget that lesson, but it was a lesson he was unlikely to forget anytime soon.

Everything burst. Gold was all that he saw, glowing so brightly it forced him to close his eyes or else be blinded, though it was hard for him to do as it was the most beautiful thing he'd ever seen. Superimposed over it all was the face of the one that had betrayed him, her name seared onto his hearts for all time.

Rose.

He awoke fifteen minutes later, wondering at the force of a regeneration that could cause him to black out like that. He ran his hands over his features, feeling the strange shapes of new teeth in his gums.

"I'm an elf!" he exclaimed. "No, no, a pixie!" he felt his hair, flinging it over his shoulder as it seemed to go on forever. "Am I a girl?" he finally felt the strange weight on his chest, unsupported by the thin shirt he wore "I am a girl!"

He paused. Thought about it for a minute. "Well that's never happened before," he wasn't sure how he felt about that. Wait, was it still appropriate for him – her – Gods this was confusing! How the Hell was he supposed to refer to himself now?

It was so bloody confusing being a woman!

"So you're saying that you're not used to being a woman? Did you used to be a man? What was the operation like?" Megan asked all in a rush. This was so exciting! She'd never met someone like this before!

"Yes, I've always been a man in my fourteen previous lives, so I'm really not certain how this whole "woman" thing works, and I was hoping you could help me?" the woman said.

"So what's your name now?" Megan continued, unsure about this nonsense about being an alien from a planet called Gallifrey and fourteen lives.

"I don't know!" the woman yelled. She looked horribly confused, her eyebrows all scrunched together and her eyes as wide as saucers.

"Ok… so what did your name used to be?" Gods above this woman was trying her patience!

"The Doctor," the woman said surely, as if that was only thing she was sure of.

"The Doctor what now?" Megan asked.

"Just the Doctor," the woman looked like she was standing on metaphorically more solid ground now, like this was something she'd had to explain before.

Megan rolled her eyes. This was really not helping. Could 'The Doctor' serve as a woman's name too?

"Right… So, Doctor I guess you still don't know anything about being a woman, do you?"

"No! I don't even know anything about being an English teacher either! I had to teach myself based on what an old friend sort of taught me and pop culture references!" and the Doctor/woman was all confused and stressed than she was before, and that was saying something.

"Hence the 'Turn to page 394" reference, huh?" Megan said softly to herself. The Doctor – that name was still so strange to her – seemed lost in her own world, going on and on about all the things she didn't know.

Megan decided to butt in before someone in her class – or worse, someone else's class – decided to poke their head out of the classroom door to see what all the fuss was about. "Ok, ok, calm down, I'll teach you about how to be a woman, but first, all you need to do is get through this one English lesson with my class, then we'll both sign out claiming to be sick and I'll take you on a shopping spree. You do have money right?" Megan finished, still unsure whether the Doctor was actually listening or not.

"Of course I have money," the Doctor seemed offended that she would even suggest such a thing, but it just seemed like an appropriate question to ask, though Megan was not exactly certain why.

"And while we're at it I'll teach you everything I know about how to be a woman and not give yourself away. Not that I know that much…" she tacked onto the end, but the Doctor didn't seem to be listening at all now. She seemed to be fidgeting with her hands, a large ring that definitely looked male banded around her right thumb. "And, uh," Megan lightly tapped the Doctor on the shoulder. "You might want to lose the ring. Do you have a pocket to put it into?"

"The ring!" The Doctor screeched. "Not the ring!"

"Yeah, just so long as you don't start saying 'my precious', we're all good," Megan muttered under her breath. "Yes, the ring! It's too masculine!" Megan continued more loudly.

The Doctor just stared at her, frowned, then slowly removed the ring from her thumb. "But it was my mother's," she grumbled.

"Must've had a funny mother then," Megan murmured to herself. "Now, do you have a pocket to put it into?"

The Doctor patted down her petite body, looking for pockets. "I… don't think so," she looked sad at the prospect. "But where am I going to put my sonic screwdriver?"

"Your what?" Megan asked, confused.

"My sonic screwdriver. It's a screwdriver, but sonic," the Doctor seemed to think this explanation made perfect sense but all it really did was make Megan even more confused than she was before.

"Look, never mind that. I'll keep it safe for you," Megan held out her hand to the Doctor, who looked confused for a second, then comprehension dawned. She dropped the ring into Megan's hand, looking sad. But she quickly brightened up at the thought of shopping. Clearly it was definitely a woman's hobby, even for those that didn't start out as women.

Megan tucked the ring into the pocket of her shirt as they walked back into the classroom to the immature yells of "Trouble" from the other students.

It wasn't until Megan had left the school and met the Doctor at their designated meeting spot that she realised the strangeness of what she was actually doing. She'd only met this woman this morning, and now she was taking her on a shopping trip? What was she thinking? Why was she still going to do it no matter how dangerous it might be?

The Doctor was still wearing the same outfit as before, except she'd replaced the pocketless trench coat she'd been wearing with what looked like an oversized magician's coat.

"I just wasn't comfortable in that other thing," she explained, having seen the questioning look on Megan's face.

"Well, we'll just have to buy you something feminine that fits, and that has pockets," Megan replied calmly. Strangely she was unfazed by the idiosyncrasies of the Doctor, feeling that she'd finally met someone as odd as herself was strangely comforting to her, even if it came from someone delusional enough to think they were from another planet.

"Pockets, yes…" The Doctor's voice trailed off, her eyes staring off into space.

Megan rolled her eyes. "So, do you have a car? How are we gonna get to the shopping mall?"

"Car? Goodness no. Not when I have my Tardis," the Doctor looked at her like she'd grown a second head, like she was the crazy one! How could she possibly be the crazy one here? What the hell was a Tardis anyway?

"It stands for Time And Relative Dimensions In Space," the Doctor answered her unspoken question. How was she doing that? Megan didn't understand, and wasn't entirely sure if she wanted to.

"So… where is this "Tardis" then?" Megan asked, trying to roll with the Doctor's strange moods. So far she thought she was doing rather well, but that was really a matter for the Doctor to decide.

"Right behind me. Have you really never heard of a Tardis before? You pudding brains really need to improve your education system," the Doctor muttered.

"Why do you keep calling me a 'pudding brain'?" Megan asked, as it had been bugging her, and she really wanted to know.

"I call all humans that. Don't be offended," she paused for a moment. "Come along then!" and she turned around, pushed open the door that clearly said 'pull to open' and waltzed inside the "Tardis", though to Megan it just looked like a 1960's police call box from Britain. What the hell was it doing here, in 2014 of all things!

The Doctor looked around. She was still a bit confused about the whole 'gender bend' thing she had going on. It was taking a while just to get used to calling herself 'she'! She'd thought that was a thing strictly left to the perverted minds of anime fangirls!

But never mind that, she needed to find a way to navigate out of this cavern quick smart, before she starved to death! She wondered if she had the Tardis key anywhere on her person, and if she could get it to remote-control materialise in the small spaces between the stalagmites. Somehow that seemed too easy, like she'd be cheating or something. Plus, she really wanted to have a word with that Dalek now that she wasn't screaming in agony as the regenerative energy took hold of her body and shook it around like a cat shakes a mouse it has just caught, before it eats it.

First things things first, though, she had to find a way out of here. She couldn't just wander around randomly. She had a good sense of direction, but that would be no help in here, every direction looked exactly the same!

'Oh, I give up,' she thought. 'I'm calling my Tardis.'

She pulled the key she had hidden in her hair out, twisting it absently around in her significantly-smaller-than-they'd-ever-been hands, then pushed the thought aside. It was a trick she'd learned on Trenzalore. With its familiar wheezing noise that the Tardis made when the handbrake was left on, it began to materialise around her. She figured that once she'd gotten into her Tardis she had an instant escape route to anywhere, anywhen. Then she could go and find that Dalek with ease. In fact, she could do it whenever she wanted, and that didn't mean that she had to do it right away. When she had her Tardis, time ceased to exist! It was this that truly made her timeless, everlasting. Forever.

Now! The issue of what to wear. Surely some of her ex-companions may have accidentally left some clothes behind that might fit? Though, knowing her fashion sense, she might have some trouble wrangling together an outfit. What did women wear anyway?

Gods above, she may even have to ask a human for help!

Megan gasped as she entered the police call box. The inside was breathtaking, and very clearly not from the 1960's. Perhaps this Doctor was not lying when she said she was from another planet. But why have a police call box from the 1960's that's bigger on the inside when you can have something far more intimidating? That was what Megan really didn't understand.

"I can see from your face that you don't understand. Yes, the inside is bigger than the outside. No, it is not more intimidating on the outside because my main purpose is generally to blend in. I'm a tourist, I just happen to end up in the wrong place at the wrong time more often than I'd like," the Doctor explained. The first part sounded like she'd said it million times before, the second like she hadn't expected someone to think of that.

"The only other person to wonder what you have, I married. I hope that's a habit I won't be repeating." She continued, seeming to ramble on to herself, uncaring if Megan was listening or even paying any attention at all.

"Why do you say that?" Megan asked as she moved farther into the strange round shaped room, round things embedded into the walls, seemingly with no purpose whatsoever, though if her reading of Matthew Reilly's books had taught her anything, it was that they probably contained a myriad of clever traps meant to ensnare the ignorant and foolish. She hoped it wasn't that, and that she was neither of the above options.

"She died," the Doctor said simply. "Now! Do you have a specific destination in mind?"

Megan shook her head, confused. "Hold up a minute there. You can't just leave it like that! What happened? Why do you just brush it off like that when it's clearly hurting you?"

"Believe me, I ask myself the same thing every morning," the Doctor muttered to herself, but still seemed unwilling to give her anymore details than she had already.

"Right. Well. I suppose we could go to the nearest mall, it's just up the road that way," Megan gestured behind her, toward where the doors to the Tardis were.

"Excellent!" the Doctor exclaimed. "And where would that be exactly? Still haven't got the hang of this new country yet."

"New country? Never mind, can you pull up a map on that console thing? I could probably show you the way using that."

"Australia isn't normally my first port of call. Show me the way? You have no idea what this thing does, do you?" the Doctor looked at her like she really was a pudding brain. At that moment Megan was feeling particularly like a pudding brain anyway, but if she was going to be a dessert, at least let her taste nice. Even if only to the zombies.

"Well, I would if you'd explain what the hell is going, wouldn't I?" Megan yelled, losing her cool for a second, then realising how rude and petulant she'd sounded, she hung her head in shame. "Though I did assume it was a ship of some description, alien in nature obviously," she continued under her breath, head down and examining the floor with vigour. In fact, the image of it was so embedded in her mind she could probably have sketched it, despite the fact that she was a notoriously bad drawer.

"Hmmm. A clever pudding brain. That's new," the Doctor said. Megan looked up tentatively from beneath her lashes, only to see the Doctor standing right in front of her, examining her as if she was a fascinating new scientific breakthrough.

"I'm not clever," Megan protested, her soft Irish accent breaking as she felt tears prick her eyelashes.

"Rubbish!" the Doctor protested vehemently. "You're cleverer than you think you are, if only you'd believe in yourself. Oh god, I sound like Oprah!"

Both Megan and the Doctor laughed at that, breaking the previous tension. This time Megan followed the Doctor when she moved back to the main console in the centre of the circular room. Just as Megan had asked, the Doctor had pulled up a map of the local area. Megan could easily tell where they were, and where they needed to go.

Silently, Megan pointed with her right forefinger to the spot on the map that depicted the position of the local mall. The Doctor reached past her to push a lever, saying softly: "I thought as much."

She'd been ruffling through her conventional wardrobe for an hour now, and she still hadn't found anything. Maybe it was time to check Rose's old room in the Tardis. It was still there, even after all this time. The Doctor was nothing if not nostalgic.

Nothing. Rose's room was empty too. Though she had found one stinky old t-shirt, had even been desperate enough to try it on, only to find that it was much too large. Next on the list was Martha's room. The Doctor had kept that one too, just for old time's sake. He'd even used to keep her phone on him at all times, just in case she should call. In fact, she still had it, right next to the sonic screwdriver.

Allowing the nostalgia to overtake her for a moment, she pulled it out, flipping it open. It was flat. Absently, she wondered if there was somewhere she'd be able to acquire a charger for it.

Eventually when she got round to searching Martha's room instead of just reliving old memories of day's long gone by, she was disappointed only to find a black trench coat that was far too long and large on her new, petite frame. As she stood in front of the mirror examining herself, though, she knew that beggars couldn't be choosers, and it would certainly be practical for hiding all manner of things beneath it.

Hoping to find something else to add to her increasingly strange outfit, she headed for Donna's room. Yes, she still had it here somewhere. All she had to do was find it. Like with all her other previous regenerations, she was starting to find it increasingly difficult to remember things that happened so many centuries ago, and it had been centuries since she'd visited Donna's room. She knew it was in the Tardis somewhere, but finding where was the thing. After all, the Tardis had changed a lot since Donna had last been in the Tardis.

There was nothing in there either, though she did find a nice shiny red camisole. She tried it on, and it was a bit large, but it did seem to suit her, so she left the shirt she had been wearing draped over the bed, inside out. Surely there'd be something that fit her somewhere in one of her old companions rooms?

Without really realising what she was doing, she found herself in Amy and Rory's old room, the bunk beds gone now. They'd complained. She was still of the opinion that bunk beds were cool. Shame she'd never gotten to say goodbye to them.

After standing around for a few minutes just taking in the room, all the memories it held, the significance, then she started to go through the drawers that clearly looked like Amelia's. All she found was a skirt that nearly reached her knees, petite as her new body was, but was probably quite short on Amy, bless her. Unlike Amy's other skirts, this one was not denim, but made of a soft material that had a soft drape, its deep black colour showing off the pale creaminess of her legs. Somehow she knew that the fabric was gabardine, a type of twill weave that was often used to make garments, though she was not entirely sure where the knowledge came from.

Unfortunately, though the skirt did fit, it was a little large, and with almost no effort whatsoever on her part, the fabric nearly slid entirely from her hips to lie in a pool of inky black fabric on the floor. Wondering if she had some safety pins somewhere, she quietly left the room without really realising what she was doing, or where she was going.

An undeterminable amount of time later, she found herself standing in the room of her most recent companion, Clara Oswald. There were plenty of discarded clothes remaining in the room of the control-freak, she noted to herself with affection. The strange thing was, that none of them seemed to fit properly or suit the wacky outfit she was currently sporting. Then she found a single pair of black stiletto boots pushed right to the back of Clara's wardrobe. She tried them on, and they fit perfectly, not too tight nor too loose anywhere on her new, tiny feet. The heels gave her extra height, and it took her a few cycles around the room before she was used to walking in the death-inducing contraptions.

It was then that she realised she would have to decide on somewhere to go, something she had yet to see in the Universe. She knew there was plenty that she had yet to see, but her mind was blank as to what.

She pondered on this fact as she headed back from the bowels of the Tardis and its labyrinthine like corridors to the main console room. She could always go back to Earth, but that seemed slightly boring and overdone. Or perhaps that was just Britain. What was another country with a rich history that she could travel to that she'd hardly ever spent a significant amount of time at, that was fairly interesting? There were the two big A's, America and Australia, but they seemed cliché somehow. Then there was China, Japan, South Korea. Again, not somewhere she particularly wanted to visit. There was Europe, of course, but that wasn't far enough from Britain to deter her from occasionally dropping in on her ex companions. She was a woman now, didn't women do those sorts of things? She wasn't sure.

She sighed. She'd reached the main console room now, smiling to herself at the familiar sight of the knobs and dials only she knew how to control, and even then, she still wasn't the best at it. Somehow the whole room seemed to look different from this angle, now that she was shorter than she'd ever been in her fourteen previous lives. The blue glow emanating from the centre of the main console seemed colder to her feminine eyes, almost to the point of being icy. She wondered if she should change that.

Reaching a decision, she walked confidently up the Tardis and told her that she could have the override on wherever she needed to go. It was only the second time she'd done it, the first being hundreds of years ago now, barely even a proper memory, more like a dream half-remembered.

Enjoying the wheezing sound the Tardis made as they travelled through space and time, she tilted her head back with abandon. For once in her life she felt free, despite the supposed restrictions on her new gender.

"This is really where you wanted to go?" the Doctor asked Megan with a sceptical tone, though the big smile on her face belied her derision.

Megan simply nodded. Without waiting for the Doctor to keep up, she simply set off in the direction of her favourite shop. Now, that would normally be the book shop she could just see from the corner of her vision, tantalising with the promise of new books and the new worlds that lay encased within their covers. But today was not a day for book-shopping, no matter how much she may wish it were. Today was all about the Doctor, and finding new clothes that actually fit her petite frame.

"Where are you taking me?" the Doctor now sounded slightly panicked, so Megan slowed down to let her keep up.

"So, this is the local mall, and I'm taking you to my favourite clothing shop," Megan explained as briefly as she could to the Doctor.

"Right… and we're here because?" the Doctor asked, having grabbed onto Megan's hand so as not to get lost in the crowds surrounding them.

"Because you wanted to buy clothes?" Megan asked, wondering if the Doctor had really forgotten all that easily.

"Oh. Right. That." The Doctor replied. Megan tried not to laugh, instead allowing a blushing smile to cross her face for the briefest of moments.

They walked in silence for a couple of minutes, weaving and wending their way through the pre-Christmas crowds, searching for that perfect gift. The whole time the Doctor's hand stayed woven through Megan's fingers, and she didn't mind in the slightest. In fact, she found it quite comforting, as crowds tended to bother her a bit as well. She was mildly agoraphobic, in that being outside where she was fully visible was discomforting, and being confined among all these unpredictable people produced much the same effect. She could only hope, for both her own sake and the Doctor's, that it would be a little more peaceful in the shop that she was leading them towards, though the route they were taking was a little roundabout.

"This is your favourite shop?" the Doctor asked incredulously.

Megan grinned. "No. My favourite shop is a bookstore. I simply said this is my favourite clothes shop," she explained.

With that said, she led the Doctor into the fray, through all the women examining the racks and racks of clothes like they were trying to find something worthy of wearing to their last meal. She shook her head in derision, chuckling so softly to herself that the noise would surely be lost in the din, but apparently the Doctor's ears were better than that.

"What are you laughing at? Is it me? Did I do something wrong?" the Doctor's voice was rising in pitch, and her face portrayed her panic like an animal penned in somewhere that it did not want to be. Not that she was comparing the Doctor to an animal…

"No, no. Just look at all these women! They look so serious!" Megan whispered in the Doctor's ear, wondering to herself if this was what it was like having a girl as your friend. She'd never really had one of those, never really gone out shopping like this before. It was as new of an experience to her as it clearly was to the Doctor, who burst out laughing at her description of the women surrounding them in the small store, well, boutique was a more accurate description. What could she say? She had expensive taste.

"They do, don't they?" the Doctor replied rhetorically. "So! What are we looking for?"

"Ummm, clothes?" Megan replied. "Whatever you want I guess," she trailed off, losing her surety in the idea that she and the Doctor could learn about this whole shopping experience together.

"That's the thing," the Doctor said sadly. "I don't know what I want."

Sighing, Megan headed toward one of the racks. She started to examine it the way the other women were doing, following their lead. They looked like they knew what they were doing. Getting into a rhythm, she started to let her instincts take over. If something looked pretty or interesting, she pulled it out to examine it further, held it out toward the Doctor as if picturing what it would look like on her petite figure, then would either shake her head in dissent or hang the hanger over her slim wrist. She was convinced this was an advantage sent down to her from some benevolent god, as it came in so handy!

After standing and watching her for at least some fifteen minutes, the Doctor finally caught on and started going through the rack adjacent to the one Megan was slowly working her way through.

Hours passed like this, until an attendant came over and notified them very politely that the store would be closing in five minutes and if they could please make their purchases or exit the store. Megan shrugged and was heading for the door, when she saw the Doctor hand over an exorbitant amount of cash, explaining their situation to the clerk, with a few flourishes and additions that were entirely fictional. Eventually the clerk gave in, and agreed to allow them to stay after hours, provided that she would herself stay and make sure they didn't walk out without paying for the things they wished to purchase.

Store to themselves, they continued to browse, side by side, mostly in silence except for the occasional murmur of assent or dissent.

Handing the massive pile of clothes she'd accumulated to the Doctor, they headed toward the changing rooms. Returning the exchange, the Doctor handed a significantly smaller pile of clothes to Megan as well. Megan looked at her with confusion.

"What are you doing?" she asked softly, attempting to disguise their conversation from the clerk still sitting bored behind the counter, tapping away at the screen of her phone. She laughed occasionally, so Megan and the Doctor both knew that she hadn't accidentally been uploaded to the wifi. Though the Doctor had previously convinced her that that had long since been done away with, and there was nothing to worry about on that front.

"These are clothes for you to try on," the Doctor explained, looking at her as if she were an imbecile, or worse, a pudding brain.

"But—" Megan protested, cut off by the Doctor, who held up a hand that was just as effective as a stop sign.

"No buts. You've been so helpful, this is merely my way of repaying you. I only wish I could do more."

"This is too much!" Megan protested again, forgetting to lower her voice. She glanced over at the clerk, who didn't seem to be paying any attention in the slightest, too preoccupied with Facebook or messaging her friends or whatever.

"No," the Doctor insisted forcefully, hands on hips. Megan suddenly felt overwhelmed at the way her new English teacher looked in that moment. Was the quirky woman she'd only just gotten to know someone it would be wise to be afraid of? "No, it's really not, and I must insist that you accept it." Well, at least she knew now where this woman got the idea that she could manage to get away with being an English teacher. She was actually quaking in her boots at the moment! Just the way it should be, good teachers made their students rightfully terrified of them, then turned around and did nice things. The Doctor was doing both in one go, quite an achievement for someone who claimed to know nothing about teaching.

"Alright," she finally acquiesced to the Doctor's wishes, not exactly happy about it, though she did need new clothes.

She headed into one of the changing stalls, the Doctor into the one next to hers. As she changed into the clothes the Doctor had somehow known were exactly her size, and her taste, she wondered if the Doctor really was from some planet called "Gallifrey", and if she was, what was it like there? Could she take Megan there in her Tardis, or was it only designed for short distance trips? She mentally made herself a note to ask the Doctor this later on, if she remembered, and she was renowned for her bad memory.

She emerged an interminable amount of time later, only to find the store empty. By that she meant emptier than the store had been previously. There was nobody there at all, no clerk, no Doctor, no anybody at all!

Slightly scared in the darkness of the store now that the lights were out, she checked under the stall that the Doctor had entered at exactly the same time as her all that short time ago, only to find empty space greeting her. There was nobody there.

Then where had the Doctor gone? Where had the clerk gone?

She stood alone in the store, too terrified to move.

The Doctor glanced around the Tardis main console room, glancing down at herself every now and again to see the disarming effect of her new clothes and how well they fit her petite form. That Megan really had been helpful.

She was wearing tight form-fitting jeans, white washed with strategically placed rips in them. She wasn't exactly certain what the appeal of these was visually, but nevertheless she did admit that they were quite comfortable, though tight. Beneath that she was still wearing the black stiletto boots, as they really were quite comfortable, and it wasn't as if Clara would ever come barging back through those doors demanding them back.

On her top half she wore a pale blue camisole crop top that reached to only just above her belly button, covered by a sheer white blouse with a subtle black triangle pattern on it. She was happy with her new outfit, and all the other ones in the plastic bags spread out throughout the room, yet to be put away. Idly, she wondered if there was even room in her wardrobe for this many new clothes. She wondered if she'd ever need the male clothes stored in there ever again. Maybe she was destined to be a woman for the rest of her regenerations. Somehow she found that she didn't mind that prospect very much at all.

Now, to go back and get Megan from the store before she freaked out too much. She couldn't just leave her there, not after everything the girl had done for her. Surprising, these pudding brains. Always so kind, when she never expected them to be. And they never expected anything in return for it, well at least, Megan hadn't seemed to.

Funny, the things you thought about when you were a woman. She hadn't really had that long to ruminate over all the possibilities, but it seemed that it hadn't curbed her eye for the ladies. Well, only one really.

Megan was quite attractive, and was even more so in her eyes as she didn't even seem to realise how pretty she was with those big green eyes, bluey-black hair and curvy figure. Oh, she'd tried not to notice how her freckled face with almost no makeup except some well-applied mascara emphasised her already lengthy lashes as Megan had gazed up at her while she'd been posing as her English teacher. Not only that, but the girl had a mind! What a mind, though… she was so clearly intelligent that it was tangible, something the Doctor found very appealing.

What she wasn't sure about though, was that from what she knew about human relationships, women did not "get with" other women. Well, at least, not very often. So why was she feeling this way about Megan? Adding to that confusion was the fact that she wasn't even exactly sure what she was feeling. She could describe it as best as feelings could ever be described, but putting a name on it, as humans were wont to do, and having spent so much time among them throughout her lives, she almost considered herself one of them now.

"You breathe our air," Clara had once said, claiming that this was her planet as much as it was theirs.

She was half inclined to believe that Clara may have had a point, and she had put a lot of work into saving this planet, over and over and over, but she felt there was a certain advantage in slowly withdrawing. She had Gallifrey to return to now, and like a parent withdrawing from his favourite children she knew that it was time to let them grow independently from his protection.

Sighing in confusion, she flipped the lever that would allow her to materialise the Tardis around Megan at the store, hopefully just before she had a freak out and called the police or something. Megan was a smart girl though; surely she knew that if she didn't want to be found then almost nobody would be capable of finding her, certainly not the Australian police.

Ten awful silent minutes had passed since she'd first emerged from the changing cubicle in the small store only to find herself alone. Nothing much had changed except that some time had passed and she was growing cold in the chilly setting of the air conditioning. It clearly wasn't set to keep panicked teenage girls warm in their late night adventures with mysterious women they'd only just met.

She knew it was silly, but she was feeling strangely betrayed by the charismatic woman; The Doctor. But this was clearly where a relationship Megan had thought would last had to end. If the Doctor was really alien then she didn't need to be dragging around a human everywhere, it would only be a hindrance. She hated to admit it, even in the privacy of her own mind, but she understood why the Doctor had left her behind. It was not meant to be, not destiny finally calling her name. Just another way of bullying a girl who was foolish enough to still maintain the hope in her heart.

What was that noise? That wheezing, groaning, noise?

More importantly, why was it filling her with hope? Especially when she'd thought that all hope was lost, that she'd be stuck in here all night.

Only to be found the next morning by suspicious workers, or worse, the boss, and have to answer all sorts of questions, unsure of how to answer. Her usual method of getting out of trouble, telling the truth, would be no help here. How could she explain a police box that had only ever been produced in England being here, in Australia? How could she explain the fact that it was bigger on the inside than it was on the outside through some alien trick that she very obviously didn't understand, that it seemed to be able to travel anywhere the Doctor wished it to at the push of a button. They'd think she was mad!

The sight of the darkened shop started to flicker eerily in front of her, like it did in those ghost shows, Supernatural and the like. Maybe she was hallucinating, but in those flashes she thought she saw the interior of the Tardis, in amongst the horrid–but-somehow-comforting wheezing noise.

It was all starting to give her a headache, so she scrunched her hands over her eyes and pressed, pressed as hard as she could against her fiercely closed eyelids. It was uncomfortable, but the pain distracted her from the pounding in her skull.

Eventually the noise stopped, but unable to trust in her own sanity, she stayed where she was, curled up on the floor, head still pounding. She didn't trust herself to stand, or to do much of anything really.

So she was surprised when strong arms wrapped around her middle and lifted her from the cold floor. Hold on a minute, the floor of the store had been carpeted… What was going on? Where was she?

She screamed as loudly as she could, annoyed that the arms, seemingly disembodied, didn't drop her, secretly pleased though, that cold floor was remarkably unpleasant. "Put me down!" she yelled

"Alright, alright, in a minute," spoke the voice of the Doctor softly in her ear.

Megan's body jerked in shock. This was something she had not been expecting, and that was saying something, as she'd been expecting some creepy ghost to jump out at her from the shadows, then drain her life force away in order to slowly gain a physical form of its own. Wasn't that what ghosts and things did on those sorts of shows?

"What are you doing here?" she asked, gaining control over her own body, voice box and all.

"You're in the Tardis, silly," the Doctor murmured, smiling a hesitant sort of smile that almost made Megan forgive her for leaving her behind like that. Megan almost smiled back in that moment, but stopped herself at the last second, she was still mad at the attractive woman just now placing her gently down on a chair she hadn't noticed earlier in the day when she'd entered the Tardis for the first time, perhaps because it was off to the side of where the entrance was.

"Well why am I in the Tardis? I thought you left me?" Megan asked softly, not brave enough to look the Doctor in the face. What would the undoubtedly ancient woman think of such weakness?

"I didn't leave you, well I did, but I was always going to come back. I just had to put my clothes away, oh I paid for yours too, so don't worry about that. I told the clerk she could go home, that I'd take care of you and that I wasn't an axe-murderer or anything."

"You could be, for all I know?" Megan screeched, hating the high pitched mess her once-calm voice had become in the space of one day and meeting this one woman who seemed like she was so much older than Megan could ever hope to be. She looked young, but that was clearly just an illusion. This woman looked like she was as old as a mountain, Megan could see it in her eyes. Albeit, a young mountain, as mountains went, but a mountain just the same.

The Doctor got up from where she was crouched just in front of Megan, at her eye level. It was as she turned around that Megan noticed her new attire. A slight gasp escaped her control at the sight of the curvaceous woman in skinny jeans with strategically placed rips. What was she saying about mountains?

"You look…" her voice trailed off, as she couldn't find the right words that she wanted to say that adequately expressed her reaction to the enigmatic woman.

"I know," the Doctor said, twisting her head to look back at Megan over her shoulder, winking as she did so.

Megan chuckled, smiling to herself, eyes fixed on the floor. What was going on here? Goddamnit she wished she'd had more experience in these matters!